SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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RULE 14A-6(E)(2))
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[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LEGGETT & PLATT, INCORPORATED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notes:
[LETTERHEAD OF LEGGETT & PLATT, INCORPORATED]
April 1, 1996
Dear Shareholder:
The Board of Directors cordially invites you to attend the Annual Meeting of
Shareholders of Leggett & Platt, Incorporated on Wednesday, May 15, 1996, at
10:00 a.m., local time, at the Company's Cornell Conference Center, No. 1--
Leggett Road, Carthage, Missouri.
The enclosed Proxy Statement contains two proposals from your Board of
Directors: the election of Directors and the ratification of the Board's
selection of Price Waterhouse as the Company's independent accountants for
1996. The Proxy Statement also contains a shareholder proposal which is
described in the Proxy Statement.
I urge you to vote your proxy FOR each of the Board proposals.
The Board recommends that you vote AGAINST the shareholder proposal.
We hope you will attend the Annual Meeting. Whether or not you expect to
attend, please sign and return the enclosed proxy card now so your shares will
be represented at the meeting. If you attend the meeting, you will be entitled
to vote in person.
Sincerely yours,
LEGGETT & PLATT, INCORPORATED
[SIGNATURE OF:]
Harry M. Cornell, Jr.
Chairman of the Board
and Chief Executive Officer
LEGGETT & PLATT, INCORPORATED
NO. 1--LEGGETT ROAD
CARTHAGE, MISSOURI 64836
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MAY 15, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Leggett &
Platt, Incorporated (the "Company") will be held at the Company's Cornell
Conference Center, No. 1--Leggett Road, Carthage, Missouri, on Wednesday, May
15, 1996 at 10:00 a.m., local time:
1. To elect eleven (11) Directors to hold office until the next Annual
Meeting of Shareholders or until their successors are elected and
qualified;
2. To ratify the selection of Price Waterhouse as the Company's independent
accountants for the year ending December 31, 1996;
3. To act upon a proposal submitted by some Company shareholders which
would require the Company to prepare a report describing the Company's
programs, progress and future plans concerning environmental matters;
and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The close of business on March 13, 1996 has been fixed for determination of
shareholders entitled to notice of and to vote at the Annual Meeting of
Shareholders or any adjournment thereof, and only shareholders of record on
March 13 are so entitled.
An Annual Report outlining the Company's operations during the fiscal year
ended December 31, 1995 accompanies this Notice of Annual Meeting of
Shareholders and Proxy Statement.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE. If you attend the Annual Meeting, you will be entitled to vote in
person.
By Order of the Board of Directors
Ernest C. Jett
Secretary
Carthage, Missouri
April 1, 1996
LEGGETT & PLATT, INCORPORATED
NO. 1--LEGGETT ROAD
CARTHAGE, MISSOURI 64836
ANNUAL MEETING--MAY 15, 1996
PROXY STATEMENT
Leggett & Platt, Incorporated (the "Company") will hold its 1996 Annual
Meeting of Shareholders on Wednesday, May 15, 1996 in Carthage, Missouri. At
the meeting shareholders will elect eleven (11) Directors, vote on the
ratification of Price Waterhouse as the Company's independent accountants for
1996, and vote on one shareholder proposal.
We wish that all of our shareholders could attend the meeting and vote in
person. However, since this is not possible, the Board of Directors is
soliciting your proxy so that you will be represented and can vote at the
meeting.
This Proxy Statement and the enclosed Annual Report contain information
about the meeting, the Company, the Company's independent accountants, and the
Company's Directors and Executive Officers. We hope this Proxy Statement is
useful to you in completing your proxy and helps you better understand your
Company.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE AS SOON AS POSSIBLE, whether or not you intend to attend the Annual
Meeting.
TABLE OF CONTENTS
PAGE
----
INFORMATION ABOUT THE MEETING AND VOTING................................... 1
PROPOSAL ONE--ELECTION OF DIRECTORS........................................ 2
PROPOSAL TWO--RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS......... 3
INFORMATION TO ASSIST IN EVALUATING BOARD PROPOSALS........................ 4
Leggett & Platt, Incorporated Common Stock Performance Graph............. 4
Compensation Committee Report on Executive Compensation.................. 5
Executive Compensation and Related Matters............................... 8
Ownership of Common Stock................................................ 12
SHAREHOLDER PROPOSAL....................................................... 13
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934....... 15
FINANCIAL DATA............................................................. 15
1997 SHAREHOLDER PROPOSALS................................................. 15
OTHER MATTERS.............................................................. 15
INFORMATION ABOUT THE MEETING AND VOTING
This Proxy Statement is furnished to shareholders of Leggett & Platt,
Incorporated (the "Company") in connection with the solicitation of proxies by
the Company's Board of Directors (the "Board") to be voted at the Annual
Meeting of Shareholders of the Company on May 15, 1996 and any adjournment
thereof. The Board solicits your proxy on the form enclosed.
The approximate date on which this Proxy Statement and the enclosed form of
proxy are first being sent to shareholders is April 1, 1996.
RIGHT TO REVOKE PROXY
Any shareholder giving the enclosed proxy can revoke it by (i) providing
written notice of revocation to the Company at or prior to the Annual Meeting,
(ii) executing a proxy bearing a later date or (iii) attending the Annual
Meeting and voting in person. Unless the persons named in the proxy are
prevented by circumstances beyond their control from acting, the proxy will be
voted at the meeting and at any adjournment in the manner specified in the
proxy.
BY WHOM AND THE MANNER IN WHICH THE PROXY IS BEING SOLICITED
The enclosed proxy is solicited by and on behalf of the Board. The expense
of soliciting proxies for this meeting, including the cost of mailing, will be
borne by the Company. The Company will request persons holding stock in their
name or custody on behalf of others, or as nominees, to send proxy materials
to their principals requesting authority to sign the proxies. The Company will
reimburse such persons for their expense in so doing.
If necessary to assure sufficient representation at the meeting, employees
of the Company, at no additional compensation, will request the return of
proxies personally or by telephone or facsimile. The extent to which this will
be necessary depends on how promptly proxies are received. Shareholders are
urged to send in their proxies without delay. The Board has no knowledge or
information that any other person will specifically engage any employees to
solicit proxies.
VOTING SECURITIES OUTSTANDING
The only class of outstanding voting securities of the Company is the
Company's $.01 par value Common Stock ("Common Stock"). At February 23, 1996
there were outstanding and entitled to vote 83,972,743 shares of Common Stock.
Only shareholders of record at the close of business on March 13, 1996 are
entitled to vote at the Annual Meeting or any adjournment thereof.
A majority of the outstanding shares of Common Stock present or represented
will constitute a quorum for the transaction of business at the Annual
Meeting. If a quorum is not present, the Annual Meeting may be adjourned to a
specified date not more than 90 days after adjournment so that a quorum may be
present or represented.
Every shareholder has the right to vote, in person or by proxy, one vote per
share on all matters. Abstentions are counted as votes cast on proposals
presented to shareholders. Broker non-votes (when a broker does not exercise
discretionary voting authority for beneficial owners who have not provided
voting instructions) are not counted as votes cast on the proposals presented
to shareholders. Abstentions and broker non-votes are each included for
purposes of determining whether a quorum is present.
1
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Annual Meeting, eleven (11) Directors will be elected who will hold
office until the next Annual Meeting of Shareholders or until their successors
are duly elected and qualified. The persons named in the enclosed proxy intend
to vote for the election of the eleven (11) nominees named below. Each of
these nominees, except Mr. Haffner and Mr. Potter, was elected by the
shareholders at the last Annual Meeting. If any nominee named below is not a
candidate for election as a Director at the meeting (an event which the Board
does not anticipate) the proxy will be voted for a substitute nominee, if any,
designated by the Board.
RAYMOND F. BENTELE, age 59, served as President and Chief Executive Officer
of Mallinckrodt, Inc. from 1981 until his retirement in November 1992. He also
served as Executive Vice President and Vice Chairman of Mallinckrodt Group
Inc. from 1989 until retirement. Mr. Bentele serves as a director of
Mallinckrodt Group Inc., a manufacturer of medical, specialty chemical and
veterinary products; Kellwood Company, an apparel and camping goods
manufacturer; and IMC Global, Inc., a producer of crop nutrient minerals. He
was first elected as a Director of the Company in 1995.
HARRY M. CORNELL, JR., age 67, is the Company's Chief Executive Officer and
Chairman of the Board. He is a director of Ennis Business Forms, Inc., a
business forms manufacturer, and Mercantile Bancorporation Inc. Mr. Cornell
was first elected as a Director of the Company in 1958.
ROBERT TED ENLOE, III, age 57, is President and Chief Executive Officer of
Liberte Investors. He served as President of Lomas Financial Corporation from
1975 until September 1991. Mr. Enloe serves as a director of LNH REIT, Inc., a
real estate lending and investments concern; Compaq Computer Corporation; SIXX
Holdings, Inc., an operator of Italian restaurants; and Epikon, Inc., a
developer of medical imaging systems. He was first elected as a Director of
the Company in 1969.
RICHARD T. FISHER, age 57, is Managing Director of Oppenheimer & Company.
Mr. Fisher was first elected as a Director of the Company in 1972.
DAVID S. HAFFNER, age 43, was elected Executive Vice President of the
Company in 1995. He previously served the Company as Senior Vice President and
President--Furniture & Automotive Components Group from 1992 to 1995 and as
Vice President and President--Furniture Components Group from 1985 to 1992.
Mr. Haffner was elected as a Director of the Company in August 1995.
ROBERT A. JEFFERIES, JR., age 54, is the Senior Vice President, Mergers,
Acquisitions and Strategic Planning of the Company. He previously served the
Company as Senior Vice President, General Counsel and Secretary. Mr. Jefferies
was first elected as a Director of the Company in 1991.
ALEXANDER M. LEVINE, age 64, is Managing Director of Waterline Capital LLC,
a venture capital investment firm. He previously served the Company as
Director of International Development and later as Special Advisor. In
addition, Mr. Levine serves as a director of Cross Comm Corporation, a
computer networking products and services provider. He was first elected as a
Director of the Company in 1989.
RICHARD L. PEARSALL, age 67, is an independent management and business
consultant, and serves on the advisory board for Wilkes-Barre, Pennsylvania
area operations of Mellon Bank, N.A. He was first elected as a Director of the
Company in 1983.
DUANE W. POTTER, age 64, was elected Senior Vice President and President--
Foam Components Group in 1995. He previously served the Company as Senior Vice
President and President--Bedding Components Group. Mr. Potter has been
nominated to fill the vacancy on the Board which will occur as the result of
the retirement this year of Frank E. Ford, Jr.
2
MAURICE E. PURNELL, JR., age 56, is a shareholder in the law firm of Locke
Purnell Rain Harrell (A Professional Corporation). He was first elected as a
Director of the Company in 1988.
FELIX E. WRIGHT, age 60, is the Company's President and Chief Operating
Officer. He was first elected as a Director of the Company in 1977.
BOARD MEETINGS AND COMMITTEES
The Board held four (4) meetings in 1995. All Directors attended 100% of the
aggregate of the Board meetings and the committees on which they served in
1995, except Mr. Bentele attended 67% and Mr. Ford, due to an illness,
attended only 50% of such meetings.
The Board has an Executive Committee, an Audit Committee and a Compensation
Committee. The Board does not have a nominating committee. Non-employee
Directors who serve on Board committees receive additional fees for committee
participation as follows: Committee chairmen receive a $1,000 annual retainer;
each committee member, including chairmen, receive an attendance fee of $500
per meeting held in conjunction with a regular Board meeting, and $1,000 per
meeting for committee meetings held not in conjunction with a regular Board
meeting.
The Audit Committee consists of Messrs. Bentele, Fisher, Pearsall and
Purnell. Mr. Purnell is Chairman. The Audit Committee is responsible for
recommending to the Board the selection of independent auditors, reviewing
auditors' compensation, reviewing the coordination between the independent
auditors and the Company's internal audit staff, reviewing the scope and
procedures of the internal audit work, and reviewing the results of the
independent audit and accounting policies with the independent auditors and
management personnel. The Audit Committee held four (4) meetings in 1995.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Enloe, Fisher, Ford, and
Pearsall. Mr. Enloe is Chairman. The Compensation Committee is responsible for
executive compensation policies and approving compensation payable to the
Executive Officers of the Company. The Compensation Committee held two (2)
meetings in 1995.
Prior to his retirement in 1981, Mr. Ford, a member of the Compensation
Committee, served as a Senior Vice President of the Company.
OTHER
The vote of a plurality of the shares present and voting at the Annual
Meeting will be required for the election of Directors.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES.
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Upon recommendation of the Audit Committee, the Board has selected Price
Waterhouse as the Company's independent accountants for the fiscal year ending
December 31, 1996. Price Waterhouse has been engaged as the Company's
independent accountants for each year beginning with the year ended December
31, 1991.
It is expected that representatives of Price Waterhouse will be present at
the Annual Meeting. They will have an opportunity to make a statement if they
desire to do so and will also be available to respond to questions raised at
the meeting or submitted to them in writing before the meeting.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE SELECTION OF
PRICE WATERHOUSE.
3
INFORMATION TO ASSIST IN EVALUATING BOARD PROPOSALS
To assist our shareholders in evaluating the proposals presented by the Board
to be voted on at the 1996 Annual Meeting, the following information about the
Company and its Directors and Executive Officers is provided.
LEGGETT & PLATT, INCORPORATED
COMMON STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return to shareholders on
the Company's Common Stock over the five years ended December 31, 1995 to the
returns on the New York Stock Exchange's Composite Index and a group of peer
companies in a Household Furniture Index prepared and published by Media
General Financial Services of Richmond, Virginia (the "Peer Group"). Additional
information concerning the long-term performance of the Company can be found in
the Annual Report to Shareholders which accompanies this Proxy Statement.
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG LEGGETT & PLATT INCORPORATED, NYSE AND PEER GROUP
Measurement Period LEGGETT & PLATT
(Fiscal Year Covered) INCORPORATED NYSE PEER GROUP
- ------------------- --------------- --------- ----------
Measurement Pt-
12/31/90 $100 $100 $100
FYE 12/31/91 $147.39 $129.41 $140.25
FYE 12/31/92 $269.64 $135.50 $193.25
FYE 12/31/93 $401.93 $153.85 $255.51
FYE 12/31/94 $285.95 $150.86 $185.46
FYE 12/31/95 $403.14 $195.61 $231.97
The comparison assumes separate $100 investments were made on January 1, 1991
in Company Common Stock, the NYSE Composite Index and the Peer Group and that
all dividends during the period have been reinvested. Returns are at December
31 of each year. The impact of income taxes is not reflected. The Peer Group
consists of 20 companies in the household furniture industry selected, prepared
and published by Media General Financial Services. This index is available by
contacting the Company's Investor Relations Department, Attention: J. Richard
Calhoon, Vice President--Investor Relations (800-888-4569).
4
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Company's Board
establishes executive compensation policies and approves compensation
(including stock awards and stock options) relating to the Executive Officers
of the Company. The Committee presently consists of four independent non-
employee Directors: Messrs. Enloe, Fisher, Ford, and Pearsall. Mr. Enloe is
Chairman.
Set out below is a report of the Committee concerning its compensation
policies applicable to the Company's Executive Officers.
BASIC PRINCIPLES
Compensation of Company executives is designed to attract, retain and
motivate high quality managers and policy makers while at the same time
aligning the interests of the Company's executives with the interests of the
shareholders. Ownership of Common Stock by Executive Officers and other
managers is strongly encouraged because it focuses the Company's executives on
the importance of maximizing shareholder value. Executive compensation is
based both on the individual contribution of the executive and Company
performance. These basic principles are implemented as described below.
Salary. The Committee annually reviews the Executive Officers' salaries and,
if warranted, approves management recommended changes. Management
recommendations are made by the Chief Executive Officer and the President and
are developed in consultation with the Company's Human Resources Department.
Merit increase guidelines are prepared annually by Company management,
approved by the Compensation Committee and apply to Company managers
generally. The Committee's review of management recommendations, although
largely subjective and informal, takes into consideration the Company's
performance over the preceding year and each executive's individual
performance and contribution related to the executive's particular business
unit or function and its contribution to overall Company performance. The
Committee believes the Company's executives' salaries have generally been set
at conservative levels given the experience, length of service, skills and
performance of the executives.
In 1995 management recommended that Mr. Cornell receive an increase
consistent with the Company's 1995 merit increase guidelines for excellent
performance. Accordingly, Mr. Cornell received a 6.5% salary increase in April
1995. Approval of the increase was based primarily on the Company's
performance in 1994. For the year ended December 31, 1994 the Company
experienced record net earnings of $1.39 per share, representing an increase
of 33% over 1993. For the same period, the Company's sales increased 22% from
$1.53 billion to $1.86 billion. The Company's return on average equity for
1994 was 20.2%.
Mr. Cornell's vision and leadership were instrumental in the Company's
success in 1994. His long years of experience in the industry also provide the
Company with a unique reservoir of knowledge and expertise and a solid
foundation upon which to grow the Company in the future. Given the Company's
1994 and long-term performance and the extensive experience and industry
knowledge which Mr. Cornell brings to his position, the Committee believes his
salary is conservative.
Employment contracts with certain Executive Officers, including Mr. Cornell,
are described in this Proxy Statement under Change-in-Control Arrangements and
Employment Contracts. Under these agreements annual percentage increases in
salary must be at least equal to the percentage increases over the previous
year (to the extent not attributable to additional responsibilities) of the
five highest paid executives other than the Executive Officer in question and
the Chief Executive Officer. This contractual provision did not affect the
salary increase approved for Mr. Cornell in 1995.
Bonuses. Bonuses may be awarded under the Company's long-standing Key
Management Incentive Compensation Plan (the "Bonus Plan"). All Bonus Plan
bonuses (except for a 10% discretionary portion) are directly tied to a pre-
established formula. The formula is based on (i) after-tax returns on the
Company's adjusted
5
average equity ("ROAAE") and (ii) EBIT (earnings before interest and taxes)
returns on adjusted net assets ("ROANA"). ROAAE and ROANA are given equal
weight in the formula.
The total bonus pool under the Bonus Plan may not exceed 4% of EBIT. The
size of each participant's bonus is determined by applying the bonus formula
to a percentage of the participant's salary (the "target percentage"). Target
percentages for the Executive Officers appearing in the Summary Compensation
Table were established several years ago. If threshold ROAAE and ROANA levels
are met, a portion of the applicable target percentage becomes payable. This
portion increases as the returns increase above the thresholds. The bonus may
be greater than 100% of the target percentage, subject to the overall limit on
Bonus Plan bonuses.
Mr. Cornell's target percentage is 60% of his salary. This target percentage
has not changed in 17 years. His bonus is determined by the application of the
bonus formula in the same manner as other bonuses are determined.
In 1995 thresholds were exceeded and total Bonus Plan bonuses represented
3.64% of EBIT. In 1994 and 1993 Bonus Plan bonuses represented 3.57% and 2.97%
of EBIT, respectively. Thresholds and performance criteria in 1995 were the
same as in 1993 and 1994 and are anticipated to be the same in 1996.
Stock Options. Options to purchase the Company's Common Stock tie the
interests of the Company executives directly to the performance of the
Company's Common Stock. Stock options represent a significant portion of the
overall compensation package of each Executive Officer and a large group of
other Company managers. Only through enhancing shareholder wealth will the
Company's Executive Officers and other managers receive the full potential of
this important part of their compensation package. Approximately 860
employees, including Executive Officers, presently hold stock options.
Other Stock-Based Compensation. In addition to stock options, the Company
employs other compensation plans which encourage executive ownership of
Company Common Stock. Under various stock purchase plans, Executive Officers
and over 5,100 other employees make significant contributions of their own
funds toward the purchase of Common Stock.
All of the Company's Executive Officers, except Mr. Cornell, participate in
the Company's Executive Stock Purchase Program ("ESPP"). The purpose of the
ESPP is to assist Company management employees in saving for their retirement
while building a long-term stake in the Company.
Under the ESPP, the Company grants cash awards in the amount of 50% of an
executive's "Eligible Contributions" to the Company's Discount Stock Plan (the
"Discount Plan"), plus an additional amount which is withheld to pay a portion
of the executive's federal and state taxes attributable to the cash awards
("tax offset bonus"). The Discount Plan is a plan qualified under Section 423
of the Internal Revenue Code ("IRC") under which employees may purchase
Company Common Stock at a discount. "Eligible Contributions" are contributions
made by the executive to the Discount Plan up to 5.7% of his compensation
above his compensation base (in most cases $21,083). In addition, the ESPP
provides for an additional cash award equal to 50% of Eligible Contributions
plus a tax offset bonus if performance criteria are met for the year in
question. The performance criteria in 1995 was 12.5% return on average equity,
which was the same as the goal in 1993 and 1994. The performance goal was met
in 1995.
Due to provisions in the IRC, Mr. Cornell is precluded from participating in
the ESPP. Certain other Executive Officers may participate only partially in
the ESPP. For this reason Mr. Cornell and certain other Executive Officers
have entered into stock award agreements under the Company's 1989 Flexible
Stock Plan. Under the agreements, Mr. Cornell and the other Executive Officers
receive stock awards which are designed to be substantially similar in effect
to participation in the ESPP.
6
OTHER MATTERS
Due to limitations imposed by the IRC, Mr. Cornell and other Executive
Officers have been unable for several years to fully participate in the
Company's tax qualified Retirement Plan. For this reason the Committee
approved payments to Mr. Cornell and other Executive Officers in 1995 to
compensate them for the reductions (through 1995) of their retirement benefits
resulting from their inability to fully participate in the Retirement Plan.
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid to any of the Company's Chief Executive Officer and four other most
highly compensated Executive Officers. Certain performance based compensation,
however, is specifically exempt from the deduction limit. No Executive Officer
of the Company received compensation in 1995 which exceeded the $1 million
threshold. However, this threshold may be exceeded in the future. Although no
formal policy has been adopted, the Committee continues to monitor the
situation.
R. Ted Enloe, III (Chairman)
Richard T. Fisher
Frank E. Ford, Jr.
Richard L. Pearsall
7
EXECUTIVE COMPENSATION AND RELATED MATTERS
The following table sets forth a summary of certain compensation provided to
the Company's five most highly compensated Executive Officers for each of the
three years in the period ending December 31, 1995.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------ ------------
NAME AND PRINCIPAL OTHER ANNUAL AWARDS ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(#) COMPENSATION ($)(6)
------------------ ---- -------- -------- ------------ ------------ -------------------
Harry M. Cornell, Jr. . 1995 $534,115 $539,460 -0- -0- $162,210
Chairman of the Board 1994 $501,923 $461,776 -0- 49,966 $143,174
and Chief Executive 1993 $472,731 $340,864 $421,485(1) -0- $117,892
Officer
David S. Haffner....... 1995 $273,019 $190,476 -0- 7,210(2) $ 52,004
Executive Vice 1994 $229,615 $142,692 -0- 39,568(2) $ 45,377
President and 1993 $186,269 $102,426 -0- -0- $ 25,978
Director
Robert A. Jefferies, Jr. 1995 $282,808 $190,476 -0- 17,974(3) $ 54,113
Senior Vice President, 1994 $260,615 $159,693 -0- 26,458(3) $ 49,858
Mergers, Acquisitions 1993 $241,154 $115,766 -0- -0- $ 34,859
and Strategic Planning
and Director
Duane W. Potter........ 1995 $278,348 $190,476 -0- 1,874(4) $ 72,662
Senior Vice President 1994 $253,655 $156,403 -0- 24,318(4) $ 62,402
and President--Foam 1993 $238,154 $115,766 -0- -0- $ 38,754
Components Group
Felix E. Wright........ 1995 $424,923 $357,976 -0- 16,666(5) $123,716
President and Chief 1994 $393,597 $303,600 -0- 94,042(5) $106,028
Operating Officer and 1993 $360,596 $217,358 -0- -0- $ 75,909
Director
- ---------------------
(1) This payment was primarily intended to reimburse Mr. Cornell for a portion
of substantial income tax liabilities incurred as a result of his purchase
of Common Stock under nonqualified stock options. In exercising its
discretion and awarding the cash payment, the Compensation Committee took
into consideration the performance of the Company since the stock options
were granted.
(2) 1995 includes stock options for 7,210 shares awarded Mr. Haffner in lieu
of $100,000 of 1995 salary. 1994 includes stock options for 14,346 shares
and 10,286 shares awarded in lieu of $215,000 of 1994 salary and $142,692
of 1994 bonus. (The salary and bonus foregone is also shown in the
"Salary" and "Bonus" columns.)
(3) 1995 includes stock options for 9,372 shares and 8,602 shares awarded Mr.
Jefferies in lieu of $130,000 of 1995 salary and $160,000 of 1995 bonus.
1994 includes stock options for 11,512 shares awarded in lieu of $159,693
of 1994 bonus. (The salary and bonus foregone is also shown in the
"Salary" and "Bonus" columns.)
(4) 1995 includes stock options for 1,874 shares awarded Mr. Potter in lieu of
$26,000 of 1995 salary. 1994 includes stock options for 9,372 shares
awarded in lieu of $130,000 of 1994 bonus. (The salary and bonus foregone
is also shown in the "Salary" and "Bonus" columns.)
(5) 1995 includes stock options for 16,666 shares awarded Mr. Wright in lieu
of $310,000 of 1995 bonus. 1994 includes stock options for 21,888 shares
awarded in lieu of $303,600 of 1994 bonus. (The bonus foregone is also
shown in the "Bonus" column.)
8
(6) The majority of All Other Compensation represents awards under the
Company's Executive Stock Purchase Program ("ESPP") and Flexible Stock
Plan which replace retirement benefits not available to the Executive
Officers under the Company's tax qualified defined contribution plan. The
amounts disclosed for 1995 include: split-dollar life insurance premiums
(Cornell--$1,251, Wright--$487); disability insurance premiums (Haffner--
$2,776, Jefferies--$3,941, Potter--$7,836, Wright--$6,900); ESPP and stock
awards (Cornell--$137,317, Haffner--$49,226, Jefferies--$47,287, Potter--
$56,142, Wright--$104,382); and payments made to compensate for reductions
in retirement benefits resulting from inability to fully participate in
the Company's tax qualified defined benefit retirement plan (Cornell--
$23,437, Jefferies--$2,661, Potter--$7,963, Wright--$11,249).
STOCK OPTION INFORMATION
The following table provides information concerning stock options granted
during the year ended December 31, 1995 to the five Executive Officers named
above. All of the options listed below are exercisable on or before December
31, 1996.
OPTION GRANTS IN 1995
POTENTIAL REALIZABLE VALUE
% OF TOTAL AT
OPTIONS MARKET ASSUMED ANNUAL RATES OF
GRANTED TO EXERCISE PRICE STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES PRICE ON DATE FOR OPTION TERM (1)
GRANTED IN FISCAL ($ PER OF EXPIRATION ----------------------------
NAME (#) YEAR SHARE) GRANT DATE 0% 5% 10%
- ---- ------- ---------- -------- ------- ---------- -------- -------- ----------
Cornell................. 49,966 14.7% $11.375 $17.25 01/02/00 $293,550 $531,681 $ 819,757
Haffner................. 8,518 7.6% $ 6.281 $17.25 01/02/00 $ 93,431 $134,027 $ 183,137
6,418 $11.375 $17.25 01/02/00 $ 37,706 $ 68,293 $ 105,296
10,752(2) $ .01 $21.875 12/29/10 $235,092 $488,856 $ 982,381
Jefferies............... 14,946 7.6% $11.375 $17.25 01/02/00 $ 87,808 $159,038 $ 245,209
8,602(3) $ .01 $21.875 12/29/10 $188,083 $391,103 $ 785,942
2,150(4) $ .01 $21.875 12/29/10 $ 47,010 $ 97,753 $ 196,440
Potter.................. 14,946 4.4% $11.375 $17.25 01/02/00 $87,808 $159,038 $ 245,209
Wright.................. 39,698 26.2% $ 6.281 $17.25 01/02/00 $435,435 $624,630 $ 853,507
32,456 $11.375 $17.25 01/02/00 $190,679 $345,360 $ 532,483
16,666(5) $ .01 $21.875 12/29/10 $364,402 $757,746 $1,522,727
- ---------------------
(1) These dollar amounts represent a hypothetical increase in the price of the
Common Stock from the date of option grant until their expiration date at
the rate of 0%, 5% and 10% per annum compounded.
(2)Stock option grant in lieu of 1996 salary.
(3)Stock option grant in lieu of 1995 bonus.
(4)Stock option grant in lieu of 1996 salary.
(5)Stock option grant in lieu of 1995 bonus.
9
The table below provides information concerning stock options exercised
during the year ended December 31, 1995 by the five named Executive Officers
and stock options held by them as of December 31, 1995.
AGGREGATED OPTION EXERCISES IN 1995 AND 12/31/95 OPTION VALUES
VALUE OF UNEXERCISED IN-
NUMBER OF UNEXERCISED THE-MONEY OPTIONS AT
SHARES OPTIONS AT 12/31/95 12/31/95
ACQUIRED VALUE ------------------------- -------------------------
NAME IN EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
H. Cornell, Jr.......... 13,500 $264,515 156,322 -0- $2,085,771 -0-
D. Haffner.............. 17,580 $217,553 109,578 10,752 $2,032,657 $260,628
R. Jefferies, Jr........ 1,500 $ 27,938 118,338 10,752 $1,942,519 $260,628
D. Potter............... 3,962 $ 68,563 109,704 -0- $1,770,469 -0-
F. Wright............... 7,000 $101,904 210,842 16,666 $3,420,438 $403,984
RETIREMENT PLAN
The Company has a voluntary, tax qualified, defined benefit pension plan
(the "Retirement Plan"). The Retirement Plan requires a contribution from
participating employees of 2% of base salary. Employees are not allowed to
discontinue contributions to the Retirement Plan while still in the employ of
the Company. Normal retirement benefits are equal to 1% of the employee's
career average earnings times the number of years the employee was a
participant in the Retirement Plan. Earnings for purposes of the Retirement
Plan include only salary or wages. Benefits for participants in the Retirement
Plan at December 31, 1985 attributable to service prior to January 1, 1986
have been increased by 50%.
The estimated annual benefits payable upon retirement at normal retirement
age are listed below for the named Executive Officers.
PROJECTED ANNUAL
EXECUTIVE OFFICER RETIREMENT BENEFIT
----------------- ------------------
Harry M. Cornell, Jr. .................................... $60,888
David S. Haffner.......................................... $54,141
Robert A. Jefferies, Jr. ................................. $43,371
Duane W. Potter........................................... $29,800
Felix E. Wright........................................... $52,491
As described below Mr. Cornell is entitled to supplemental pension payments.
If Mr. Cornell retired at December 31, 1996, his estimated annual supplemental
pension payment would be $541,132. The annual pension payment is based upon
63% of the average of Mr. Cornell's highest consecutive five-year earnings.
CHANGE-IN-CONTROL ARRANGEMENTS AND EMPLOYMENT CONTRACTS
Messrs. Cornell, Jefferies and Wright are parties to severance benefit
agreements and employment agreements with the Company. The severance benefit
agreements have no fixed expiration dates. Subject to certain provisions which
allow earlier termination in the event of total disability and for cause, the
employment agreements expire on: December 31, 1998, December 31, 2006, and
December 31, 2000, respectively. Under all employment agreements, compensation
levels are at the discretion of the Company's Compensation Committee subject
to the provision that annual percentage increases in salary must be at least
equal to percentage increases over the previous year (to the extent increases
were not attributable to additional responsibilities) of the salaries of the
Company's five highest paid executives other than the executive and the
Company's Chief Executive Officer.
Mr. Cornell is entitled to a supplemental pension upon termination of
employment in addition to the pension he is entitled to under the Retirement
Plan. The supplemental pension will be for life or 15 years, whichever is
10
longer. Annual pension payments are based on the average of Mr. Cornell's
highest consecutive five-year earnings ("Average Earnings"). These payments
are currently 62% of Average Earnings (less amounts received from social
security) and will increase 1% per year up to a maximum of 65% when Mr.
Cornell reaches age 70. While Mr. Cornell receives supplemental pension
payments, the Company will provide him and his dependents with life,
hospitalization and major medical insurance equivalent to the coverage
provided immediately prior to the termination of his employment.
If either Mr. Jefferies or Mr. Wright is terminated without cause, each is
entitled to continue to receive his total compensation at the time of his
termination until the earlier of five years after termination or December 31,
2006, in the case of Mr. Jefferies, and December 31, 2000, in the case of Mr.
Wright.
Mr. Cornell, Mr. Jefferies, and Mr. Wright may, under certain circumstances,
elect to terminate their employment and enter into two-year consulting
agreements within 120 days after termination of employment. These
circumstances include change-in-control related events. Under these consulting
agreements, the executive will be paid for consulting services in amounts
equal to 100% for the first year and 75% for the second year of his total cash
compensation in the year immediately preceding his termination.
The severance benefit agreements entitle the covered executives to severance
benefits if, during any 36-month period following a change-in-control of the
Company, (i) the executive's employment is terminated by the Company (except
for cause or disability), or (ii) the executive terminates his employment for
"good reason." The severance benefits include the payment in 36 monthly
installments of an amount equal to three times the executive's annual salary
plus bonus. The severance benefits also include participation in certain
fringe benefits, the immediate vesting of stock options, and the purchase by
the Company of all Common Stock offered by the executive to the Company. All
amounts received by the executive as cash compensation from a new full time
job will reduce the cash severance payments dollar for dollar. Similarly, any
fringe benefits the executive receives from his new job will reduce any fringe
benefits the Company is then providing. However, the executive is not required
to mitigate the severance benefits he obtains.
The agreements further provide that within one year following a change-in-
control opposed by a majority of the Directors, the executive may elect to
terminate his employment for any reason and receive, in lieu of the benefits
described above, a lump sum payment equal to 75% of the executive's cash
compensation preceding the year of termination and certain fringe benefits for
one year.
If Mr. Cornell, Mr. Jefferies or Mr. Wright elects to take the severance
benefits provided, he will forfeit his right to enter into the two-year
consulting agreement with the Company described above.
DIRECTOR COMPENSATION
Under present arrangements, non-employee members of the Board receive a
retainer of $18,000 per year and a fee of $2,500 for attending each regular or
special meeting of the Board. Each employee-director receives an annual
retainer of $3,000. Non-employee Directors who serve on Board committees
receive additional fees for committee participation. Committee chairmen
receive a $1,000 annual retainer. Each committee member, including chairmen,
receive an attendance fee of $500 for each meeting held in conjunction with a
regular Board meeting and $1,000 for each meeting held not in conjunction with
a regular Board meeting.
RELATED TRANSACTIONS
In 1995 Mr. Cornell leased to the Company, on a month-to-month tenancy
basis, certain real estate located in Keystone, Colorado for $1,925 per month.
Locke Purnell Rain Harrell (A Professional Corporation) performed legal
services for the Company in 1995, and it is anticipated that Locke Purnell
Rain Harrell will perform legal services for the Company in 1996. Mr. Purnell
is a shareholder in Locke Purnell Rain Harrell.
11
Set out below are purchases by the Company of shares of its Common Stock
from Mr. Pearsall and Mr. Potter. All purchases were at then prevailing market
prices for such stock.
PRICE
SHARES DATE OF PER
NAME SOLD SALE SHARE
---- ------- ------- -------
Richard Pearsall.................................. 10,000* 4/4/95 $21.56*
10,000* 4/7/95 $21.06*
Duane Potter...................................... 6,000* 7/10/95 $22.94*
20,000 11/9/95 $26.50
- ---------------------
* Adjusted to reflect a 2-for-1 stock split distributed on September 15, 1995
OWNERSHIP OF COMMON STOCK
The table below sets forth the beneficial ownership of Common Stock on
February 23, 1996 by the Company's Directors, the five most highly compensated
Executive Officers, and all Directors and Executive Officers as a group.
COMMON STOCK
-----------------------
BENEFICIALLY % OF
DIRECTORS AND EXECUTIVE OFFICERS OWNED(1) CLASS(2)
-------------------------------- ------------ --------
Raymond F. Bentele, Director.......................... 2,000 --
Harry M. Cornell, Jr., Chairman of the Board and Chief
Executive Officer.................................... 2,667,700 3.2%
R. Ted Enloe, III, Director........................... 2,000 --
Richard T. Fisher, Director........................... 52,400 .1%
Frank E. Ford, Jr., Director.......................... 427,102 .5%
David S. Haffner, Executive Vice President and
Director............................................. 307,289 .4%
Robert A. Jefferies, Jr., Senior Vice President,
Mergers, Acquisitions and Strategic Planning and
Director............................................. 331,488 .4%
Alexander M. Levine, Director......................... 818,953(3) 1.0%
Richard L. Pearsall, Director......................... 498,400 .6%
Duane W. Potter, Senior Vice President and President--
Foam Components Group and Nominee for Director....... 309,266 .4%
Maurice E. Purnell, Jr., Director..................... 5,000 --
Felix E. Wright, President and Chief Operating Officer
and Director......................................... 1,156,663 1.4%
All Executive Officers and Directors as a Group (15
Persons)............................................. 6,933,676 8.3%
In addition, Herbert C. Casteel and Jack B. Morris,
Advisory Directors of the Company, beneficially own
69,380 and 1,976,496 shares, respectively, of Common
Stock which represents .1% and 2.4%, respectively, of
the total outstanding Common Stock.
- ---------------------
(1) The shares shown above as beneficially owned include those shares the
following persons have the right to acquire within 60 days from February
23, 1996 by way of option exercise: Mr. Cornell--156,322; Mr. Haffner--
109,578; Mr. Jefferies--118,338; Mr. Levine--4,000; Mr. Potter--109,704;
Mr. Wright--210,842; and all Executive Officers and Directors as a Group--
872,286.
(2)Beneficial ownership of less than .1% of the class is not shown.
(3) Mr. Levine is a co-trustee for a trust which holds 233,648 shares. He
shares voting and investment power of these shares.
12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Company knows of no beneficial owner of more than 5% of its Common
Stock, except as set out below.
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
FMR Corp.................................... 10,918,600(1) 12.8%
82 Devonshire Street
Boston, MA 02109
- ---------------------
(1) FMR Corp. has sole dispositive power with respect to 10,918,600 shares and
sole voting power with respect to 20,000 shares. This information is based
on Amendment No. 1 to Schedule 13G of FMR Corp. dated February 14, 1996.
In addition, the Company's Stock Purchase/Stock Bonus Plan, Retirement Plan
and Executive Stock Purchase Program hold in the aggregate approximately
4,840,000 shares, or approximately 5.7%, of the outstanding Common Stock.
SHAREHOLDER PROPOSAL
The Company has been notified by United States Trust Company, 40 Court
Street, Boston, Massachusetts (owner of 398,215 shares), Sierra Club Legal
Defense Fund, Inc., 180 Montgomery Street, Suite 1400, San Francisco,
California (owner of 330 shares), Jessie Smith Noyes Foundation, 6 East 39th
Street, 12th Floor, New York, New York (owner of 10,000 shares) that they
intend to propose the following resolution at the Annual Meeting. The proposed
resolution and supporting statement are as follows:
PUBLIC ENVIRONMENTAL REPORTING
Whereas We Believe:
Responsible implementation of a sound, credible environmental policy
increases long-term shareholder value by raising efficiency, decreasing clean-
up costs, reducing litigation, and enhancing public image and product
attractiveness;
Adherence to public standards for environmental performance gives a company
greater public credibility than following standards created by industry alone.
For maximum credibility and usefulness, such standards should reflect what
investors and other stakeholders want to know about the environmental records
of their companies;
Companies are increasingly being expected by investors to do meaningful,
regular, comprehensive and impartial environmental reports. These help
investors and the public to understand environmental progress and problems.
Uniform standards for environmental reports permit comparisons of performance
over time. They also attract new capital from investors seeking investments
which are environmentally responsible and responsive, and which minimize risk
of environmental liability.
Whereas:
The Coalition for Environmentally Responsible Economics (CERES)--which
comprises shareholders of this company, public interest representatives, and
environmental experts--consulted with corporations to produce the CERES
Principles as comprehensive public standards for both environmental
performance and reporting. Over 90 companies, including Sun [Oil], General
Motors, H.B. Fuller and Polaroid, have endorsed these principles to
demonstrate their commitment to public environmental accountability. Fortune-
500 endorsers say that benefits of working with CERES are public credibility;
"value-added' for the company's environmental initiatives; and advancement for
the company's own environmental program.
13
In endorsing the CERES Principles, a company commits to work toward:
1. Protection of the biosphere 6. Safe products and
2. Sustainable natural resource use services
3. Waste reduction and disposal 7. Environmental restoration
4. Energy conservation 8. Informing the public
5. Risk reduction 9. Management commitment
10. Audits and reports
[Full text of the CERES Principles and accompanying CERES Report Form
obtainable from CERES, 711 Atlantic Avenue, Boston, MA 02110, tel: 617-451-
0927].
Resolved:
Shareholders request the company to prepare a report (at reasonable cost and
omitting proprietary information) describing company programs, progress and
future plans relative to the environment and the CERES Principles, and using
the standard CERES Report Form as a guide.
SUPPORTING STATEMENT
Leggett & Platt shareholders, in evaluating the company's continued
financial prospects, need to receive the best possible information on the
company's performance, including its environmental performance. Leggett &
Platt's public reports to the Toxic Release Inventory (TRI) indicate that the
firm's toxic emissions have been increasing in recent years, contrary to
general trends in manufacturing. Moreover, the company continues to be listed
among the top 100 emitters of carcinogens in the United States. Because
Leggett & Platt has not responded to our inquiry about these matters, we as
shareholders cannot fully assess the impact of the firm's environmental
management. It is imperative that management address this gap in its public
reporting and respond proactively to increased demands by shareholders for
better environmental accountability. Shareholders are asked to vote FOR this
resolution to ensure that our company's environmental policies and practices
adhere to standards upheld by management and stakeholders alike.
THE COMPANY'S STATEMENT IN OPPOSITION
The Company takes environmental issues seriously and is committed to a clean
and safe environment. The Company's operations are expected to comply with or
exceed local, state and federal standards and reporting requirements. These
standards have been set through public participation (including the Company's
stakeholders) in the government regulation process. The Company answers
inquiries from shareholders regarding environmental issues, including
inquiries from the shareholders submitting this proposal, provided such
information is reasonably available and does not involve proprietary or
confidential information.
The Company strives to improve the environmental quality of its operations.
In many of the Company's operations, the Company purchases recycled materials
as a basic raw material. The Company seeks methods to reduce or eliminate use
and generation of hazardous materials and wastes. The Company performs
environmental audits of its facilities to ensure compliance with environmental
laws and Company policies.
The Board of Directors believes that implementation of the proposal would
burden the Company and its shareholders with additional requirements and costs
while not providing any greater environmental protection than already exists.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the shares of Common Stock entitled to
vote on this proposal and represented in person or by proxy is required for
approval.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
14
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's Directors and Executive Officers to file reports of
ownership and changes in ownership of the Company's equity securities with the
Securities and Exchange Commission. The Exchange Act also requires the Company
to identify in its Proxy Statement those individuals for whom a required
report was not filed in a timely manner. Mr. Enloe, a Director of the Company,
inadvertently failed to file one report in a timely manner. His purchase of
1,000 shares of the Company's Common Stock in February 1995 was not reported
until March 28, 1995.
FINANCIAL DATA
The Company's Annual Report containing financial statements of the Company
for the year ended December 31, 1995 has been enclosed in the same mailing
with this Proxy Statement.
1997 SHAREHOLDER PROPOSALS
If a shareholder intends to present a proposal at the 1997 Annual Meeting of
Shareholders, such proposal must be received at the Company's Corporate Office
no later than December 2, 1996 to be eligible for inclusion in the Company's
Proxy Statement and proxy related to that meeting. If not received by such
date, Director nominations and other shareholder proposals may be brought
before the 1997 Annual Meeting (although excluded from the Company's Proxy
Statement and form of proxy relating to that meeting) only if submitted in
writing in accordance with Article I, Section 1.2 or, in the case of
nominations for Director, Article 2, Section 2.1, of the Company's Bylaws.
OTHER MATTERS
The Board does not know of any other matters which may come before the
Annual Meeting. However, if any other matters are properly brought before the
meeting by the Board or any shareholder, it is the intention of the persons
named in the accompanying proxy to vote said proxy in accordance with their
judgment on such matters. The enclosed proxy confers discretionary authority
to take action with respect to any additional matters which may come before
the meeting.
Even if you expect to be personally present at the meeting, the Board hopes
that you will indicate your vote on the various proposals, date and sign the
enclosed proxy, and return it promptly to the Company in the envelope provided
to assure that your shares are voted in the event you are unavoidably absent.
By Order of the Board of Directors
Ernest C. Jett
Secretary
Carthage, Missouri
April 1, 1996
15
LEGGETT & PLATT, INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harry M. Cornell, Jr., Michael A. Glauber and
Ernest C. Jett, or any one of them, with full power of substitution, attorneys
of the undersigned to vote the shares of stock which the undersigned would be
entitled to vote, if personally present, at the Annual Meeting of Shareholders
of Leggett & Platt, Incorporated, to be held at the Company's Corporate
Headquarters, No. 1 -- Leggett Road, Carthage, Missouri, on Wednesday, May 15,
1996, at 10:00 a.m., local time, and at any adjournment thereof.
(Continued and to be signed on reverse side)
. FOLD AND DETACH HERE .
NOTE: UNLESS OTHERWISE INDICATED, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO Please mark -----
VOTE FOR PROPOSALS 1 AND 2 BELOW, INCLUDING THE ELECTION OF DIRECTORS, AGAINST your votes as | X |
PROPOSAL 3 BELOW, AND IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY indicated in -----
PROPERLY COME BEFORE THE MEETING. this example
(1) ELECTION OF DIRECTORS (R. BENTELE; H. CORNELL, JR.; R. ENLOE, III; R. FISHER; D. HAFFNER; R. JEFFERIES, JR.;
A. LEVINE; D. POTTER; R. PEARSALL; M. PURNELL, JR.; AND F. WRIGHT)
FOR ALL WITHHOLD
NOMINEES AUTHORITY (INSTRUCTION: To withhold authority to vote for any individual nominee write that nominee's name
(except those) on the space provided below.)
listed)
----- ----- -------------------------------------------------------------------------------------------------
| | | | The Board of Directors recommends a vote FOR all director nominees listed.
----- -----
(2) Proposal to ratify the selection of Price Waterhouse as (3) Proposal by individual shareholders requesting that the Board
the Company's independent accountants for the Fiscal of Directors prepare a report describing the Company's programs,
Year ending December 31, 1996. progress and future plans concerning environmental matters.
The Board of Directors recommends a vote FOR Proposal 2 The Board of Directors recommends a vote AGAINST Proposal 3
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
------ ------ ------ ------ ------ ------
| | | | | | | | | | | |
------ ------ ------ ------ ------ ------
__________
| Please sign exactly as your name appears on this proxy. If
| stock is jointly owned, both parties must sign. Fiduciaries
| and representatives should so indicate when signing and when
more than one is named a majority should sign.
Date Signed: __________________________________________, 1996
Signature(s): ________________________________________________
______________________________________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY
. FOLD AND DETACH HERE .
Dear Shareholder:
Enclosed you will find material relative to the Company's 1996 Annual
Meeting of Shareholders, which will be held on May 15, 1996, at the Company's
Headquarters in Carthage, Missouri. The Notice of the Annual Meeting and Proxy
Statement describe the business to be transacted at the meeting. The business
includes two proposals of the Board of Directors: the election of directors and
ratification of Price Waterhouse as the Company's independent accountants; and
action on a shareholder proposal.
The Board recommends that you vote "FOR" the two Board proposals and
"AGAINST" the shareholder proposal.
Whether or not you expect to attend the Annual Meeting, please complete
and return promptly the attached proxy in the accompanying envelope, which
requires no postage if mailed in the United States. Your votes are important to
us. We look forward to hearing from you.
